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BB2
(Missouri)

Posts:26

07/18/2008 2:51 PM
I was unable to attend a meeting held June 7 2008 bylaws state sec/treas to supply these upon request to those not attending. I have made this request and have not received a copy. How long would it normally take in the average HOA (1 meeting per year) to get a copy. Very important issue ballot sent I would like to make an informed decision on this ballot but don't know what went on at meeting.

BruceF1
(Connecticut)

Posts:499

07/18/2008 3:11 PM
Minutes of what? A board meeting or an annual meeting of the unit owners? I would expect that you can't get a copy of the minutes until after they have been approved. Draft minutes are not generally released. I would look first to see if your bylaws state who approves the minutes, when, and how soon after the meeting they should be available.

MaryA1
(Arizona)

Posts:1888

07/18/2008 3:12 PM
Posted By BB2 on 07/18/2008 2:51 PM I was unable to attend a meeting held June 7 2008 bylaws state sec/treas to supply these upon request to those not attending. I have made this request and have not received a copy. How long would it normally take in the average HOA (1 meeting per year) to get a copy. Very important issue ballot sent I would like to make an informed decision on this ballot but don't know what went on at meeting. BB2, Was this an annual meeting of the members? If so, the minutes usually aren't approved until the next annual meeting. However, I would think they should be transcribed at least a week after the meeting. It shouldn't take more than a week after receiving your request to send them to you. If this ballot issue concerns an issue discussed at the meeting, I would think the ballot should have been accompanied with pertinent information regarding the issue so ALL members can make an informed decision. I'm sure there were many members who did not attend the meeting. Frankly, I wouldn't rely solely on the minutes of the meeting to obtain the needed info you desire. I've seen far too many minutes that leave a lot to be desired!

MaryA1
(Arizona)

Posts:1888

07/18/2008 3:12 PM
Posted By BruceF1 on 07/18/2008 3:11 PM Minutes of what? A board meeting or an annual meeting of the unit owners? I would expect that you can't get a copy of the minutes until after they have been approved. Draft minutes are not generally released. I would look first to see if your bylaws state who approves the minutes, when, and how soon after the meeting they should be available.

BruceF1
(Connecticut)

Posts:499

07/18/2008 3:14 PM
Posted By MaryA1 on 07/18/2008 3:12 PM Posted By BruceF1 on 07/18/2008 3:11 PM Minutes of what? A board meeting or an annual meeting of the unit owners? I would expect that you can't get a copy of the minutes until after they have been approved. Draft minutes are not generally released. I would look first to see if your bylaws state who approves the minutes, when, and how soon after the meeting they should be available. ??????

MaryA1
(Arizona)

Posts:1888

07/18/2008 3:20 PM
Posted By BruceF1 on 07/18/2008 3:11 PM Minutes of what? A board meeting or an annual meeting of the unit owners? I would expect that you can't get a copy of the minutes until after they have been approved. Draft minutes are not generally released. I would look first to see if your bylaws state who approves the minutes, when, and how soon after the meeting they should be available. Bruce, Guess I hiccuped! LOL Do your bylaws state such thing? I've never seen bylaws that were that inclusive. All the bylaws I've seen only state the secretary is resp. for keeping minutes of all meetings of the BOD and the minutes of all meetings of the members. This is generally found under the duties of the officers (secretary).

BB2
(Missouri)

Posts:26

07/18/2008 5:04 PM
This was a "special" meeting by-laws do state sec/treas is to furnish copies to all not attending who request a copy. What it comes down to is sec/treas is telling HOA members what was done/said as opposed to sending copies.Members who attended meeting have a totally different take on what occured at the meeting.Some of us think if it were in written form there would be less chance of what was done being "distorted"

MaryA1
(Arizona)

Posts:1888

07/18/2008 7:14 PM
Posted By BB2 on 07/18/2008 5:04 PM This was a "special" meeting by-laws do state sec/treas is to furnish copies to all not attending who request a copy. What it comes down to is sec/treas is telling HOA members what was done/said as opposed to sending copies.Members who attended meeting have a totally different take on what occured at the meeting.Some of us think if it were in written form there would be less chance of what was done being "distorted" But, if the sec. is telling everyone what happened, why do you think the minutes will be any different than what she/he is verbally saying? Doesn't the sec. take the minutes? Perhaps the only distortion is coming from some of the members who attended. Do your bylaws state when the copies of minutes must be furnished? Do they say only after approved? If this was a special meeting of the members, then the minutes may not be approved until the next annual meeting. If this was a special meeting of the board then the minutes should be approved at the next regularly scheduled board meeting.

BruceF1
(Connecticut)

Posts:499

07/18/2008 7:21 PM
Posted By MaryA1 on 07/18/2008 3:20 PM Posted By BruceF1 on 07/18/2008 3:11 PM Minutes of what? A board meeting or an annual meeting of the unit owners? I would expect that you can't get a copy of the minutes until after they have been approved. Draft minutes are not generally released. I would look first to see if your bylaws state who approves the minutes, when, and how soon after the meeting they should be available. Bruce, Guess I hiccuped! LOL Do your bylaws state such thing? I've never seen bylaws that were that inclusive. All the bylaws I've seen only state the secretary is resp. for keeping minutes of all meetings of the BOD and the minutes of all meetings of the members. This is generally found under the duties of the officers (secretary). Mary, Finding the duties of the secretary is a little tricky. They're not all identified in one place. First is the section in the bylaws that reads: "The Secretary shall keep the minutes of all meetings of the Unit Owners and the Executive Board; he shall have charge of such books and papers as the Executive Board may direct; and he shall, in general, perform all the duties incident to the office of secretary of a nonstock corporation organized under the Laws of the State of Connecticut. The Secretary may cause to be prepared and may execute amendments to the Declaration and the Bylaws on behalf of the Association, following authorization by the approval of the particular amendment as applicable." You then have to go to the Connecticut Statute on nonstock corporations to learn more. There it's covered in a couple of sections. One which says the duties must be described in the Bylaws and another which says that one officer (the secretary) shall be identified in the bylaws to be responsible for the corporation's papers and records identified in another section. Then the section on records describes all the records the secretary is responsible for. Then, of course, the part that reads "shall have charge of such books and papers as the Executive Board may direct" means that you have to look for whatever resolutions have been passed in meetings to see what some of those may be. Other duties of the secretary, such as sending out notices of meetings, are scattered throughout the bylaws. As to minutes, our bylaws require them to be available 15 days after the meeting, Our Executive Board is also empowered to approve the minutes of unit owner meetings (so they can be published). Our board meets once a month, so to meet the 15-day requirement we approve them by email and post them on the clubhouse bulletin board, and then ratify them at the next meeting so that their approval appears in the minutes. All nice and tidy.

MaryA1
(Arizona)

Posts:1888

07/18/2008 7:51 PM
Bruce, You forgot, "perform such other duties as required by the board." That statement appears in my bylaws under the duties of the secretary and the V.P. Reminds me of when I worked for the Fed. gov.; most all job descriptions ended with "and other duties as assigned." LOL It appears that you've got a good system for approving your minutes, but I'm afraid if you were in AZ it would be a direct violation of the state HOA open meeting law. Approving the minutes by email would be considered conducting a meeting and NO meeting can be conducted w/o giving notice to the members. Sounds like your bylaws are pretty inclusive. Mine only say "the books, records and papers of the association. . ." shall be available for inspection. AZ state law requires the assn to provide records w/i 10 days of receipt of a written request. No mention in state law or my assn bylaws of anything about approving minutes. If a member were to request minutes a week after the meeting I suppose the board would have to send a copy of the unapproved minutes to be in compliance with state law. Oh, what a tangled web we weave. . . LOL

BruceF1
(Connecticut)

Posts:499

07/18/2008 7:59 PM
Mary, You're right. In some states we wouldn't be able to approve the minutes by email. To meet the 15-day requirement we would have to make draft minutes available. I'm not happy with that because, even though they say "draft minutes" right at the top, some people never bother to check the approved minutes to see if there were any corrections, and many times there are.

SusanW1
(Michigan)

Posts:1804

07/19/2008 7:26 AM
The bylaws could have a section in them allowing the Board (or a special 3 member committee of general members) to "approve" the minutes of the Annual Meeting BEFORE the next annual meeting. This is proposed by Roberts Rules when meetings have huge time gaps between them. Especially if there is an action that was motioned to be done or something else that needs attention, this makes sense. "Approving" the minutes means that the people confirm what happened at the meeting. The elections and motions made and the vote taken are the critical issues that need to be confirmed as the true and accurate events of the meeting. Waiting a year to do this is silly, IMHO.

BruceF1
(Connecticut)

Posts:499

07/19/2008 7:39 AM
Posted By SusanW1 on 07/19/2008 7:26 AM The bylaws could have a section in them allowing the Board (or a special 3 member committee of general members) to "approve" the minutes of the Annual Meeting BEFORE the next annual meeting. This is proposed by Roberts Rules when meetings have huge time gaps between them. Especially if there is an action that was motioned to be done or something else that needs attention, this makes sense. "Approving" the minutes means that the people confirm what happened at the meeting. The elections and motions made and the vote taken are the critical issues that need to be confirmed as the true and accurate events of the meeting. Waiting a year to do this is silly, IMHO. Susan, That's exactly what we do. There is a provision in our bylaws that gives the BOD power to "act in all instances" on behalf of the homeowners (with some specific, identified exceptions) and we use that provision along with Robert's Rules which permits approval of the minutes in the situation you mentioned, to approve the minutes of the homeowners meetings. It's the BOD meetings that are tricky. The board meets once a month and it is not possible to have approved meeting minutes available in 15 days as required by our Declaration. Actually, I think that was a bit of practical oversignt by the declarant (developer). When the community was started and the association was first formed, the "board" was the developer and his family, so meeting the 15-day requirement was not an issue. Actually, before the first homeowner got on the board, there never were any board meetings or minutes. Another oversight. This was the developer's first experience with an HOA and he has since learned a lot.

KirkW1
(Texas)

Posts:915

07/19/2008 8:02 AM
Another section to look in is "actions without a meeting." This is in our bylaws and basically allows for off line approval of items. One thing I wonder in regards to open meeting laws (when they apply to HOA BODs), would an online discussion (such as this) be allowed. I would think that if the necessary people had the ability to see the posts it would meet the intent of the law. It is a relatively trivial thing to setup a discussion board that would allow only BOD members to post while allowing all HOA members to view the discussion. I would strictly limit what this would be used for. Such as to correct and approve minutes. Since exactly what was said will be a record that should be assumed will last forever.

MaryA1
(Arizona)

Posts:1888

07/19/2008 11:12 AM
Posted By KirkW1 on 07/19/2008 8:02 AM Another section to look in is "actions without a meeting." This is in our bylaws and basically allows for off line approval of items. One thing I wonder in regards to open meeting laws (when they apply to HOA BODs), would an online discussion (such as this) be allowed. I would think that if the necessary people had the ability to see the posts it would meet the intent of the law. It is a relatively trivial thing to setup a discussion board that would allow only BOD members to post while allowing all HOA members to view the discussion. I would strictly limit what this would be used for. Such as to correct and approve minutes. Since exactly what was said will be a record that should be assumed will last forever. Kirk, In AZ HOAs have two sets of statutes to abide by: the HOA specific statutes and the Nonprofit Corp. Act which applies to all nonprofit corps. In the latter there is an article addressing actions taken w/o a meeting. It states the action must be evidenced by one or more written statements describing the action taken, signed by each director and included in the minutes. The action taken is effective when the last director signs the statement. Also any director may revoke his consent if that signed revocation is delivered to the sec or pres b/4 the last director signs the consent. My amendment to the open meeting law contains an article addressing actions taken w/o a meeting. The following is included in the amendment: "The procedure for taking action without a meeting shall be used only when emergency circumstances warrant a meeting and there is not sufficient time to notice a meeting, or when a quorum of the board is impossible to obtain and necessary business must be undertaken. This procedure shall not be used to take the place of conducting business at a regularly scheduled board meeting." The amendment also requires the board is required to prepare a statement indicating an action was taken w/o a meeting, the reason for the action and what action was taken. This statement shall be read into the minutes of the next regularly scheduled meeting of the BOD. But, until my amendment is enacted into law (hopefully next session), the current statute applies.

MaryA1
(Arizona)

Posts:1888

07/19/2008 11:28 AM
Kirk, Sorry, I clicked "submit" too soon. I wanted to comment on your statement: "One thing I wonder in regards to open meeting laws (when they apply to HOA BODs), would an online discussion (such as this) be allowed. I would think that if the necessary people had the ability to see the posts it would meet the intent of the law. It is a relatively trivial thing to setup a discussion board that would allow only BOD members to post while allowing all HOA members to view the discussion." AZ's open meeting law states "ALL" meetings of the members and the board of directors shall be open to all members of the assn. This means all meetings must be noticed to the members and all members have a right to attend. AZ law regards the "necessary people" as ALL members. If a meeting is held which cannot be attended by every member of the assn then it cannot be held, IAW the open meeting law. Every member may not have email, thus not be able to participate in an email discussion. Email communications between board members are in violation of the open meeting law if business is discussed and/or a vote taken. This is not explicitly spelled out in the staute but is covered by the statement saying "ALL meetings. . ." that I mentioned above. The board can use email communication to transmit info, i.e., the pres can send info to all board members for their review, but the board members cannot respond with their comments.

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